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Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2008
Oct 6, 2008
49218_rns_2008-10-06_38738609-69e9-4d73-8a15-13432a8ef51e.pdf
Proxy Solicitation & Information Statement
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CLIMAX INTERNATIONAL COMPANY LIMITED
(Incorporated in Bermuda with limited liability)
(Stock code: 439)
PROXY FORM
Proxy form for use at the special general meeting to be held at Suite 303, Festival Walk Tower, 80 Tat Chee Avenue, Kowloon Tong, Hong Kong on Friday, 31 October 2008 at 3: 00 p.m. (the ‘‘SGM’’) and at any adjournment thereof.
I/We[note][1]
of
being the registered holder(s) of[note][2] shares of HK$0.01 each in the capital of Climax International Company Limited (the ‘‘Company’’) HEREBY APPOINT[note][3]
of
or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the SGM (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the SGM (the ‘‘Notice’’) and at such meeting (or at any adjournment thereof) to vote for me/us and on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit[note][4] .
SPECIAL RESOLUTION For Against
- To approve the Capital Reorganisation (as defined in the Notice) and to authorize the directors of the Company to take all such actions in connection with the implementation of the Capital Reorganisation as more particularly described in the Notice.
ORDINARY RESOLUTION
- To approve the Underwriting Agreement (as defined in the Notice), the Supplemental Underwriting Agreement (as defined in the Notice), the Rights Issue (as defined in the Notice) and the issue and allotment of the Rights Shares (as defined in the Notice) and to authorize the directors of the Company to take all such actions to give effect to and in connection with the forgoing as more particularly described in the Notice.
Dated this day of ,2008 Signature[notes][5]
Notes:
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Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
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Please insert the number of shares in the capital of the Company registered in your name(s) to which this proxy form is to be related. If no number is inserted, this proxy form will be deemed to be related to all the shares of the Company registered in your name(s).
- Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the SGM will act as your proxy. A proxy needs not be a member of the Company but must attend the SGM in person to represent you.
- Please indicate with a ‘‘H’’ in the appropriate spaces provided how you wish the proxy to vote on your behalf. If the proxy form is returned duly signed, but without any indication, the proxy will vote for or against the resolutions, or will abstain, at the proxy’s discretion.
- This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or any person duly authorised to sign the same.
- Where there are joint holders of any share, any one of such holders may vote at the SGM, either in person or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders is present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the name stands first on the register of members of the Company in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.
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To be valid, this proxy form, and (if required by the board of directors) the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the SGM or any adjournment thereof.
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Completion and return of this proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.
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ANY ALTERATIONS MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.